The Black Cat and Spiderman
by James Laur
Summary: Black Cat was the top superhero in New York until Spider-man showed up. Who will be the best? Will they care?
1. The Crash

I have made changes to the characters in this fan fiction. The characters will be based off of things I have seen in Spiderman games, other fan fiction, the Fox T.V. show and from my own imagination. It is a romance and an action adventure

* * *

Peter Parker couldn't believe the damage. The park was totaled, but at lest the space shuttle, Discovery, was in one piece. There were other reporters taking pictures and videos for story. The police were around as well as N.A.S.A and the FBI. He was there because he was in walking home at the time and thought it might be a great story for the school paper. When film in Peter's camera was out, he went to change it. That was when saw the shadow pass. He looked up. It was a guy on some sort of flying device. He was dressed in blue and orange costume suit, with a mask of some sort of monster. The guy on the flying machine suddenly threw some sort of ball as he laughed. The explosion rocked everyone. "Let's see what sort of things you got form space. Maybe something worth a large sum of money? Ha Ha Ha Ha!" The madman threw another bomb as the landed on the shuttle. When the bomb it the ground, the explosion knocked Peter into some sort of black slime. He didn't have time to try to get it off either, because he saw another figure arrive. The figure had long platinum hair. That was all he saw before the figure jumped in the shuttle as well. Peter decided that it was time to get out of there. The police officers were passing him and it sounded like a police chopper had arrived at also. Peter was going to take a picture before he realized that there was no he hadn't changed to film is his camera.

Black Cat had jumped in, looking for her prey. The Hobgoblin was insane but greedy, so he must have figured on something in the shuttle of value. She had to be careful. She tuned her senses to the sounds of the glider. The whooshing sound made her jump to the right as she realized she was under attack. "Here, kitty, kitty, kitty." She heard Hobgoblin say, "I have a nice bomb to blow you up with!" that was when he started to laugh. He stopped felt her feet slam into his back, knocking him off the glider. Hobgoblin rolled left and threw some razerbats in her. The claws in the gloves knocked them aside. "Please, Hobbie. Bats are just mice with wings." He laughed, "True. But bombs are not!" Then he threw a smoke bomb at her. The smoke was blinding. That was way she tuned her other senses and realized that the Hobgoblin was tying to kill her with his glider. She dived to the floor. "I might have stuck around to finish you off, but my employer would like the Zentium X soon. Sense I have it now, I let you lick you wounds, kitty." Hobgoblin said as he left laughing. Black Cat got to her feet, but when she got out to the shuttle, she knew that her prey escaped. Worse he got whatever he was looking for. This was a moment where she wished she was a good at science at Peter Parker. Then she might know what Zentium X was.

Peter Parker finally got home around 11:15pm. He was hoping that his aunt May and uncle Ben were sleeping, so they wouldn't see him. He didn't have that kind of luck, however. "Peter! There you are!" His aunt said as he came into the door. "My goodness! What happened?" His uncle Ben looked up and as is clothing covered with some sort of black slime. "Peter, are you okay?" "I fell into a puddle. I'm alright." Peter said quickly, more for his aunt then is uncle. His aunt worried about him all the time. "Sorry, I'm late. That Shuttle Crash held my up." "Just as long as you're alright." Aunt May said. "I heard it was attacked by a flying madman called the Hobgoblin!" "Oh! Really?" Peter said, deciding to play dumb. The last thing his aunt May needed to here was that he was there with the shuttle was attacked. "Does anyone know why?" "They're not saying anything on the news as to why." The uncle said. "Oh... Well... If it's alright, I think I'll go crash." Peter said quickly, "It's been a long night." Peter said goodnight to them before taking off is clothes and going to sleep. That was when the nightmares began.

* * *

If you watch the Fox cartoon, I think you know what is going to happen. I hope that you like it so far. In the next chapters at the top or bottom I will give a description of a character you will encounter in my story. If you want to know the changes, I suggest you read them. Thank you. 


	2. Nightmares

**Name:** Hobgoblin

**Real Name:** Unknown

**Equipment/Powers:** strength enhancing body armor, Hobgoblin mask with special lenses, bombs, razerbats, Goblin Glider.

**Background:** His true identity is unknown, but Hobgoblin is still a well known figure in the underworld. As greedy as he is insane, his bombs and razerbats are as much of a trademark as his Glider. The glider is armed with machineguns; raze sharp discs and insincerity bomb. He has no powers of his own, but wears body armor under is costume that enhances is strength.

* * *

Black Cat climbed threw the window before taking off her mask. Felicia Hardy then removed the silk white gloves and leather boots. The skintight suit was the last thing to go, before she climbed into the shower. As the worm water washed over her, she sighed. Boy, did she ever screw up. She let Hobgoblin get the drop on her, and then she let him escape with the Zentium X, whatever that was. She thought about asking Peter about it, but thought better of it. She wound have to explain why she was interested, something she normally wasn't. Peter was a cute one but he was also shy. So many people picked on him, like Flash Thompson, as for some reason Flash seemed to think it made him look good. To some of the students, it actually did. However to her, it just made him look like an asshole. She thought about that and decided to change that thought. He was an asshole. Felicia turned off the water and took a towel to draw her hair. She was looked in the mirror for a moment. It was hard to believe that such a frail looking girl was actually a superhero. She smiled a little. Climbing into bed, Felicia pull over the covers and closed her eyes. She hoped that she wouldn't have any nightmares.

Peter was running threw the alleys, desperately trying to stay way from the black slime trying to eat him. However, it was faster then he was and worse didn't seem to worry about a little thing like walls. It just when threw the cracks. Peter heard a voice said, "Little hunter. Hunter without teeth. Let me be your strength. Let me be might." The voice kept saying that, like he was supposed to know what he was talking about. Peter ran into the next alley. That was when he realized that he made a mistake. That madman called the Hobgoblin was there. He just laughed before he attacked with one of his bombs. Peter razed his arm. The slime saved him. Knocking that bomb aside, the slime smashed the Hobgoblin's glider into the wall of one the buildings. Hobgoblin sledded off the wall, unconscious. The slime turned to Peter, the part the seemed to have a mouth. The mouth moved. "Little hunter. Hunter without teeth. Let me be your strength. Let me be might." It was the slime talking! Peter then realized that the slime wasn't trying to hurt him. The slime started attacking itself to Peter, which caused him the scream. That was when he woke up from the nightmare. Peter breathed was hard as the as the said "It was just a dream. For a minute I thought I was..." Peter trailed off when in notice that black costume he was wearing and that he was hanging on a web, upside down. Peter did finish the sentence was and surprised, questioning voice. "… going completely out of my mind?!"

* * *

Here is the first character description; I thought it best to use one of the villains first to see how it looked. 


	3. The Suit

**Name:** The Black Cat

**Real Name:** Felicia Hardy

**Equipment/Powers:** Superhuman Strength/Agility, claws, grapple, lock picks and other thief's tools.

**Background:** Daughter of a legendary cat-burglar known as the Cat, Felicia Hardy was trained in the skills of a thief at a young age. Her father also had a photographic memory, which a terrorist group tried to uses to get a physical enhancing drug, but he realized what they were. Taking giving the drug to Felicia, she grew up to be a very capable woman. When she started to watch over New York, she chose the name Black Cat, out of respect for her father.

* * *

Peter could only stare into the mirror. The mask was a nice touch to the costume he was wearing, but how it got on him was a real question. So was why he was hanging upside down on a web in the bathroom. The question came out, "Okay Parker. What are you doing, hanging upside down in a suit you have never seen before? On a web, no less." He let go of the web and was surprised to land on his feet inside of his ass. "What the hell is going on?" He thought out load. He looked the suit for a moment. It was black head to toe, with a white spider on the front, and when he looked at his back saw one there as well. His face was covered in a black mask with white lenses over the eyes, to but there didn't seem to be any obstruction of vision, like there should have been. When Peter looked at his hands he noticed that the tops of them were also white. "_Try me out, Peter_" He suddenly heard, recognizing the voice from the monster in his dream. That was when he started to move on his own. He was out the window, shooting out a strand of webbing as he razed his arm. Moving at speeds he couldn't imagine, Peter did his best to regain control of his body. "_Relax the mind. There is no need to be afraid_." The voice said, "_I shall serve you. I have judged your nature. You are worthy of my service_." "Who are you?" Peter asked. "_I have no name. I am the tool of hunters. I am their teeth when they don't have any of their own_." The voice said, "_Do you think I need a na_me?" Then it dawned on him. Peter thought of hitting himself for not seeing it sooner. He was talking to the suit! Peter then relaxed a little. He suddenly began to drop. He razed in arm and thought about a web shooting out. That was how it worked. The web shot out of the shooter in the hand. He was impressed. He looked for a place to land. He saw a flat roof building. He jumped and landed with ease. Well, that was easy. What now? Peter thought of questions to ask. "Okay, you said you were going to serve me." Peter stated before asking, "How? Why? And most importantly, at what price?" Peter heard what he thought of as a laugh, "_Of course. You're not of the race that created me. I'm sorry, I should explain_." The suit said, "_I was created by a race call the Vorlons. They created me to be worn by one of them as, to create the perfect agent and assassin. However, none of them were worthy. They were not hunter, just killers. I felt them_." It was at that moment, Peter understood what that meant. The suit didn't being used for the reasons his creators were using it for. "_You are a hunter. You will use me for better reasons. As for my price... nourishment_." Peter paused for a moment. "Nourishment?" "_Yes_." The suit said. "_I am quite hungry. But I have I must freed through me host and master. That is my price_." "I can't wear you all the time!" Peter exclaimed. "_Why not_?" The Suit asked. "_I can mimic clothing, if that is problem_." Peter paused. "_Think of what clothing you would like to wear, I will mimic it_." Peter though of is street clothing he wore to school. Instantly the suit changed into his clothes. It was amazing, "_Is there anything else you would like to know_? Peter asked the Suit answered. They most have been talking for several hours, the suit explaining just what it could do. Peter wondered if his luck was finally changing.

Felicia walked into science class and noticed that Peter was talking with great joy. His life must have been a lot better then hers at the moment. She was still thinking of how to ask about the Zentium X. Peter was talking to Debra Whitman, who had a crush on him. She tried to hide it, but the only one who didn't know was Peter himself. Felicia turned to him when she needed help with science. There was something about Peter that seemed different today. She couldn't place her finger on it, but something seemed off. "Peter! Hi!" Felicia said, "What are you doing?" Peter was himself, "Hi, Felicia. I was just talking to Debra about results of our tests." Felicia chose not to see the look Debra gave her. She had a guess that it wasn't a happy one. "Do you need something, Felicia?" Peter asked. She was a friend, but normally came up to him in science to talk about science... as in ask for help about science. "Well..." Felicia started to say but Dr. Connors at that point. She would have to ask him about Zentium X later. However, there wasn't a later. For the first time, Peter was the first to leave. He was also gone. Felicia dicide to look up Zentium X at the libray instead.  
  
Peter was gone in a moment, the clothing turning back into the suit. He had an idea. His Uncle Ben was laid off a week ago and their need money. He saw an aid for wrestling for $5000. That would help a great deal until they got back on their feet. Peter let to suit do the web swinging while the guided it along. He wasn't as good at it yet. He felt sorry for leaving without asking Felicia what she wanted to talk about. But his Uncle Ben and Aunt May were more important then Felicia at the moment. When he got the area it was like he expected. There was a long line of contestants. When it was his turn the reseption woman looked him over. "You're here for the lightweight division? That next Monday." "I want you to put me the heavyweight division." Peter said her. "I think that is the best place for me." She couldn't believe her ears. Did this guy what to be hurt? "The heavyweight division? Are you asking this with the understanding that The NYWE will not be held responsible for any injury that you could, and probable will, sastane and you agereeing under you own free will?" "Of course." She just stared for a moment. "Okay, go ahead. My god be with you." 


	4. Cheated!

**Name:** Kingpin  
  
**Real Name:** Wilson Fisk  
  
**Equipment/Powers:** Incredible Large and strong, surprisingly quick, Cane  
  
**Background:** Kingpin is mythological figure in the criminal underworld. Head of crime central, He is the leader of 90% of the crime on the planet. Ruthless and cunning, Kingpin is also an incredible actor, pretending to be a humanitarian named Wilson Fisk. Most don't believe he exists, makes him an even more dangerous opponent.

* * *

Felicia looked up Zentium X, but couldn't find anything. She was kind of getting frustrated with it. Okay, Hobgoblin took something for the shuttle crash called Zentium X. That was when it dawned on her. She it was from outer space. She was looking at the wrong places. She went the computer. Looking up N.A.S.A sights in the web, she found what the shuttle had been carrying. Zentium X was the rocks they were carrying back there trip! As she read on, she got very scared. It seemed that when heat was applied to Zentium X, it went into a nuclear state and... Boom! She had to find Hobgoblin quickly.  
  
Hobgoblin landed lighting on the ground. "Okay, Osborn. Here the Zentium X, like you asked." Hobgoblin told his employer as he handed his prize over. "Good. Here is an account with the money." Norman Osborn said handing a paper, "Now, get out here before someone catches you!" "Okay! Okay! No need to rush Osborn!" Hobgoblin said laughing as he took off. Osborn turned to the screen and turned it on. "Okay, I got the Zentium X. You let go of your hold on my company and I'll give it to you." "Osborn, my old friend." The figure said, "I am a man of my word. Besides, you wouldn't be in this if you didn't lose the Black Cat." "She was a more skilled escape artist then I could have imagined." Osborn told the figure. "You get the secret to Black Cat's Strength or Os Corp. Either why, you won." The figure laughed, "That's way I'm the Kingpin, Osborn. You give the Zentium X to my contact at Os Corp. and you a free man with you company back under your control." The screen went blank as Osborn smashed the screen. How did he have let himself be cheated out of Os Corp.? How did he ever let himself be cheated?  
  
"Okay, everybody! Who has the guts to stand in the ring for 3 minutes with walking mass of muscle?" the announcer asked the crowd. "Who? I know who! The incredible... the deadly... the..." the announcer paused realizing that he didn't know the name to the next contestant, "What's your name, slick?" "I'm... the human-spider!" Peter said, thinking quickly. "That sucks. I give you a better one!" the announcer said to him, "The amazing Spider- man!" Peter started to walk down the ramp into the ring, his opponent's girls giving him insults about how he was going to get his ass kicked. Peter decided that was the verbal abuse was too much and need to shut the up. He decided to show off. He jumped from the ramp into the ring with a flip. "Hi, guy!" He said to the stunned wrestler in the ring. "Spider-man, hun? While, Spider-man, that was a nice trick!" The wrestler said trying to regain is composure. "At that, you wearing a nice dinky outfit, perfect for you to be broken in have it, you little ass." "Thanks. Your outfit is nice too." Spider-man said, "Did you husband make it for you? Because I think it needs a woman's touch!" The wrestle face twisted into a snarl "Okay, smart- ass! You asked for it!" The wrestler said as the bell was rung. The wrestler made grabbed him. The wrestler had to have over a hundred pounds on him. He didn't move. He didn't even budge. Spiderman grabbed his arms and easily removed him. Spider-man then picked him up and easily threw him into the ring corner. "You can give up, anytime." When he saw the size of him, the announcer thought the kid was nuts. Not now. "_He has a weapon_." The Suit said to Peter. The wrestler had a metal rod. Spider-man fired a webline at the rod and pulled. The rod came out of the wrestler's hands. "Don't do that! You're going to hurt somebody." Spider-man said, "Worse, it would probably be me!" Spider-man jumped and kicked the wrestler in the head. He dropped to the ground. In the 1-2-3 it was over. "Ladies and gentlemen, we have new champion! Spider-man!"  
  
The owner of the area handed Peter a hundred dollar bill. "Here, now get out here! "The aid said $5000. This is only a hundred. Where is the rest?" "The aid said $5000 for 3 minutes. You bet him in 2. For that, you get a hundred." The owner said. "I need that money! It's not for me! It's for my aunt and uncle!" Peter yelled, outraged that the owners selfishness. "I don't see where that's my problem." The owner said. Peter walked away, disappointed that he was cheated like that. He probable made the guy more money then he ever had awhile. Peter got to the elevator when he noticed a commotion. He looked and saw him. The guy was running with a bag. Peter just looked on. The guy said, "Thanks, the elevator door closed." "That he just stole my money." The owner said running out, "What you let him go for!" Peter looked at him, "I don't see were that's my problem." The owner realized that he used the same words when he cheated him out of what he owned him. The owner walked away. Peter left with a smile. He didn't know that he was going to see how it was his problem. 


	5. The Screw up

**Name:** Spider-man

**Real name:** Peter Parker

**Equipment/Powers**: Superhuman strength, agility, sticks to any surface, Spider webbing, spider-sense. Powers come from an Alien Costume can mimic any clothing that he wants and blend into the environment, making him invisible. Suit can also move the host and attack opponents with pieces of itself. Can store small items in created pockets and close them for later. How the suit does anything is a mystery even to the suit.

**Background:** Continue reading the Story to find out

* * *

Peter walked home disappointed. He was hoping to give his Aunt and Uncle some real money, but he barely had enough for groceries. "_Why did that man run from the other man_? The suit asked. "He stole money. He was breaking the law." Peter said to him. "_If he was breaking the law, why didn't you stop him?_" Peter was about the answer when he noticed that police cars at his house. He slowly walked looking around. "Peter! Peter, thank god you back!" Aunt May cried, running out the door. "Aunt May! What's going on?" "A man broke into the house. He wanted a place to hide from the police." She explained, hysterically. "Your uncle tried to stop him but..." "But what aunt May? What's wrong?" She had problems getting the answer out. "He... He was armed?" she got out. "Is he okay? Is he going to be alright?" Peter asked her before he saw the answer. Two men were pulling a stretcher. He just stood there. "Ma'am could I have a word with you." An officer asked came up to them. "Yes... Yes, of course." Peter stood their. "I am sorry." The suit said. That is when peter heard, "The suspect it in the stolen vehicle, belonging to Ben Parker. In pursuit on..." Peter ran. As the suit changed, he jumped into the sky, shooting a web off. He was going to get the suspect first.  
  
The Black Cat jumped from the last rooftop to her destination. The warehouse it looked like a warehouse from the outside, but inside, it was her home. Visiting her mother was good, but she really preferred the warehouse the machines made to keep her in shape. Walking inside, she looked around. It was an old Oscorp. Warehouse, with sophisticated machines that were state of the art... when it was made. Now it was they were old and rusty. But she liked it anyway. Her room was on the top floor so anyone just looking in wouldn't disturb her. She took off her mask and signed. There was no sign of Hobgoblin since the shuttle crash and she heard nothing about the Zentium X. She went to her library. Looking through the books she found her favorite, of truth and love. She loved reading about the character's finding love beside them all a long. It was touching. She wished she could have that chance. There was wishful thinking. Someone to share the huge warehouse with.  
  
Peter would recognize his uncle's car anywhere. They both worked on it enough. The car was swerving at high speeds. However, despite the speed her was going, Peter was that much faster. Landing on top of the car, he put his fist through the top to get at the guy. That was when his spider-sense suddenly went off. He jumped as the bullets fired threw the top. Running on the road, the cops just looked. "Dispatch, you're not going to believe this. We got a guy in a black suit racing with the suspect's car on foot... and he's **winning**!" Peter jumped again, this time landing on the hood. Putting his fist through the windshield he pulled the guy out off the car. Jumping onto the nearest wall, Peter saw the car crash into a pole. He didn't care he had what he wanted. "Listen. I got money! Lot's of it! Just don't hurt me!" Peter wanted to see the fear in the killer's eyes. As he took the suspect's mask off he said, "I don't care about the money, murderer! You..." he stopped short. It was the guy. The guy from the arena. The one that robbed the owner... the one he let escape. "No... Not you... Anyone but you!" He said. He looked away, "What have I done? I could have stopped you! I... I could have saved Uncle Ben!" Peter shot a webline and swung away, dropping the suspect on the cop car. He started to look back on how he reacted when he got the suit. He thought he was helping his aunt and uncle, but he realized that that was bullshit. He was lying himself. It was for him. That's why he let him go. "I'm sorry" Peter said. The suit said nothing, but couldn't stop the sorrow from coming out. He was also sorry. He could have stopped the suspect also. They both royally screwed up. Peter finally landed on a skyscraper. "_I'm sorry, Peter_" the suit said. "Why? I'm the one that let that guy go!" Peter said. "_**We** let that guy go. After all, I knew that you were doing something wrong. I just didn't do anything. I could have_." The suit explained, "Remember, I can control our actions as well." Peter looked down as said, "This has got to be the biggest fucking screw up in the long said history of big fucking screw ups!" Peter cried like he had never cried.  
  
Black Cat turned on the T.V. to the news when she saw into, "Our biggest story, a man in a black suit helped capture a suspected in the run from police. With footage from out news chopper, the man seemed to be about to kill the suspect but didn't he swung way on what appeared to be a web." "A web?" Cat said, "I don't believe this." The news announcer continued, "Now here is a word from Daily Bungle editor, J. Jonah Jameson." Cat rolled her eyes. This was the world's superhuman hater. "This man was wearing a black suit with a white spider on both front and back. A spider- man. He's a menace! He was thinking of dropping this guy. A Menace. Look here. He flees the seen..." "Flees the seen... Oh, J.J, you frame anyone, won't you?" She said, laughing. However she still wondered who he was.  
  
Peter sat in his room, looking at the picture of him with his Uncle Ben. He couldn't believe that he was gone. Worse, that he shouldn't be gone. He put the picture down. He suddenly remembered a phase that his Uncle Ben always told him. "... with great power comes great responsibility." He had got more power then he could ever dream. Then he miss used it or didn't use it when he should have. He looked out the window. It was time to do some right. Use he powers for the right reason.


	6. First Meeting

**Name:** Shocker  
  
**Real name:** Herman Schultz  
  
**Equipment/Powers:** Heavily cushioned battle-suit designed to absorb potentially lethal shockwaves created by the vibro-shock units throughout the suit. Main vibro-shock units are in his hands, which he uses to shoot out of powerful shockwaves from. The rest of them are used to create a form of shield with he can manipulate for various reasons.  
  
**Background:** While a career criminal, Herman Schultz was a gifted engineer. Using is skills, Schultz has created a battle-suit used to break safes and vaults as well as give him an edge against the police. He hasn't had to face either Black Cat or Spider-man, but then again, it's only a matter of time.  
  
**Note:** His men also have battle-suits, but not the as advanced. This is to prevent one of them from deciding to take over his gang.

* * *

It had been 6 months since Peter had graduated from high school. Web swinging, Spider-man searched for any possible trouble, but at the moment, there wasn't any. For the first time in those 6 months, he hadn't seen anything. It was strange.  
  
He always thought it would be easier. He had even got a job, taking pictures... of himself. He didn't really know why, since it was totally fucking himself. The editor of the Daily Bugle, J. Jonah Jameson, was on the outside seamed to be a greed, self-centered, ass-hole. However, he has recently begun to suspect that on the inside he is a greedy, self-centered, self-righteous, ass-hole. He seemed determined to convince the world that he was scum. Then again he has the same opinion of some mysterious woman that seems to be in the same business as he is. He looked for her just to get a good picture, but it seemed that she wanted to be an enigma. Oh well.  
  
"_I think that there is something going on at that jewelry story_." The suit said to him, as the started to guide him their. He was right. There were men that looked him some sort of suit. He fired two webs lifting them from their feet to a nice spot to hang round. Suddenly his spider-sense went of. He got glimpse of several corpses, various body parts, and other guys in suits. That was just before explosions... one at the one in the jewelry safe and the other right behind him. He landed on his stomach, but still could see the bird-man fly way. "Ouch. That hurt." Spiderman was groggy, so he didn't notice the van. However, his suit was ever vigilant, fired a shot a piece of himself at a wall and pulled him to safety. "Where do you think you going in such a hurry?" He shot a webline at the Van and pulled. The driver lost control of the van and crashed into a light pole. He shot a web line to go after the van. The men started to scramble out. He heard a loud voice yell, "This wall is coming down!" All Spider-man saw was the bright flash before the explosion. The wall quickly crumbled to dust. Then bad guys ran into the created door just about a quickly. Spider-man swung in after them.  
  
Felicia normally enjoyed shopping with her extremely rich mother and half-sisters, but she was having have problems enjoying herself at the moment. "Hey, Felicia! Do you think that Spider-man and the mysterious woman have a thing going?" Felicia shrugged but mentally said '_No way in fucking hell_!'. Spider-man. Hearing about Spider-man was really irritating. He was a glory seeker! How could anyone be interested in Spider-man? She did wonder if she would ever meet him. After all, could she ever beat the shit out of him they never met? She also wondered how Peter always found him. He seemed to have a special talent for finding Spider-man catching the bad guys, rescue people, and being the glory seeker that he is. She thought maybe... The explosion rocked her out of her thoughts as a wall at the bottom of the subway station burst inward. Several men in strange suits ran through the newly created hole lead be someone in yellow. "Don't panic, boys. It was only a matter of time before we had to fight The Black Cat or Spider-man!" Felicia realized that Spider-man must be after them. Just as she predicted, a black figure with twin spiders swung through the hole also. She ran to change. It was time the Black Cat and Spider-man met face to face.  
  
"_Peter, who is this man_?" The suit asked. "I don't know who this guy is, but he is sure easy to follow!" The blasts from two of the bad guys sort of interrupted the conversation. The first blast, Spider-man dodged between is legs and the second missed when he spun left. They neither had a chance to fire a second shot. Spider-man hit the fist one landing and before the first hit the ground, he leaped at the second. The second guy hit a monument in the middle of the station. He drop unconscious. Then is Spider-sense went off. Three others came out. Spider-man moved and watched in horror as these guys blasted their own. The bodies exploded in pits and pieces. It was one of the most unexpected and gross things had had seen in his life. He fired a shot of impact webbing at fell between the two others. Spinning he lifted his legs and kicked both men in the head. Firing a twin weblines, he used them like a slingshot to fire himself to the nearest wall. Wall crawling down was when he saw her. The first thought that went into his mind was 'Whoa, momma!' She had to been the most beautiful girl had had ever seen in his life, about 6 feet tall with long Platinum blonde hair and green eyes. She was dressed in skin tight black leather, with white silk gloves and white boots. She also had hair on the tops of the gloves and boots to match her hair. He watched her as he bet three more of the bad guys senseless. It was when she was finished he could keep is mouth shut anymore. "Huba! Huba! I'm in **love**!" he said, "So what brings a girl like you hear on a day like this?" "Well, if it isn't the great Spider-man!" She siad when she say him, "Are you like all men? Lousing in bed, slow in life?" She said. "That comment is just plain rude." He said, "I mean, hear I was about to ask you your name and if you would have dinner on Saturday night..." "Not on you life, pal." She said. "And as for the name, it's the Black Cat... and I just crossed your path." It was at that point his Spider-sense went off. He jumped for her.

* * *

What do you think about the first meeting? Be honset! 


	7. Rescue

**Name:** The Chameleon

**Real Name:** Unknown

**Equipment/Powers:** Able to change into and mimic anyone he has seen.

**Background:** A career criminal in espionage and assassination, The Chameleon's skills are to the highest bidder. Of course, he is most employed by the Kingpin. Not much is known beyond that.

* * *

Spider-man grabbed before Black Cat could react. She was about to hit him when she saw his costume shoot out and attach to a pillar and pull them both away. As they were moving see noticed the large shockwave pass through the very spot she was standing. If Spider-man hadn't reacted when he did, she would have been pulverized. She looked around to find the one that fired it. That was when she saw him. He had to be the leader, because his battle suit was different from the other and looked much more advanced. Spider-man was the first to speak. "You must be... Quilt-man? Padded pee? No wait, I got it: the Cushion!" _He has a real smart mouth_ Black Cat thought is disbelief "It the Shocker, Spider-Fucker. I would tell you not to forget it, but you and your girlfriend at going to be around for that long!" He said, "Now say goodbye to the Innocent Bystanders, Sucker!" He forearms started to glow as he pointed his arms at them. Spider-man moved from the blast; however Black Cat was still concerned. After all from the last part she got the idea that... It was at that point she saw what he meant. There was a family of three that were hiding. The pillar they were just on was going to fall on them!

Spider-man realized what was happing very quickly and thought it was rather low, even for the people he deals with. He let the Black Cat go, knowing she would land alright. He started to fire webbing at the pillar to hold it in place longer. While the pillar was too heavy for even his webbing, which were far stronger then normal spider webbing, it would hold it in place long enough to get the three people to safety. He was about to go after them when the saw Black Cat already on the job. He turned back to the pillar. He fired more webbing at it to make it hold as long as possible. Black Cat moved the last person, which was good because it was at that point the Spider-man's webbing finally gave out. The pillar crashed into the ground, Spider-man barely jumping out of the way. "Wow. Talk about working under pressure!" He said. "_I second that._" The suit said, "_I must saw, the two of you work marvelous together._" "If you mean that Black Cat girl, I think she hates my guts. Just a suspicion." He said, remembering how she completely insulted him a few moments ago.

A man is the sidelines looking on. He looked like a bystander, but looked are very deceiving. After all, he could look like anyone. That's why he was called the Chameleon. He normally did assassinations and terrorist jobs more then actual spying. However, the Kingpin never paid anything by highest dollar, so he could live with the boredom. He was originally asked to look after The Shocker, to make sure that he stayed inline and not hit any of Crime Central's business. However, it looked like he had got a good look at the new element in the game, the amazing Spider-man. He was powerful, that was for sure. I looked like he could give the Black Cat a run for her money, if not take it completely. This was a man worth taking out quickly. The Black Cat was enough.

Black Cat saw the Spider-man look around for more opponents. She didn't hear any and her sense were far better then the average girl. "Not bad, Spider. Maybe your more then a hot shot show-off after all." She said. She had to admit, she liked him a little. He had a way with things. "Thanks. Your not bad yourself." He said, "About that date..." "Don't push it. No means no." He turned. "Some of the guards are in trouble!" he said and he fired to webline and swung off. _How did he know_, she thought. She fired her grapple and swung after him.


	8. Fight with Shocker

**Name:** Alistaire Smythe

**Real Name:** See above

**Equipment/Powers:** Superhuman strength has two lasers attached to his back.

**Background:** Alistaire Smythe was confined into a wheelchair in an accident which but his father into a coma. Smythe has used his intelligence invent a procedure which has enabled him to walk again. This procedure has made him more a man then a machine, but that his only made him more dangerous. He is the assistant chairman of Crime Central, the next sit down from the Kingpin.

* * *

Spider-man moved quickly. The guards tried there best to stop Shocker's goons but they were way out of there league. The battle-suit weaponry was taking their toll on their protection. Spider-man guessed that he should be happy that Shocker wasn't with them. His suit was far more advanced and would have made chowder out of it. He dived at the first guy, knocking him to the ground. He jumped backward beside to other two the grabbed them. With lightning speed, he threw them at the first guy, which was getting to his feet. All three hit the ground in a hip of bodies. He then covered them with webbing to make sure the stayed until the police could deal with them. His spider-sense suddenly went off but as he was turning, the problem was handled. Two of the last of shocker's were about to shoot him in the back when she jumped them. Cat smashed there heads together, knocking them out cold. "Wow. It's nice to know they can use their heads." Spider-man said to her. "Do you practice being a smart-ass or is it just a natural talent?" She asked, "I don't know why I ask. I say, you do have some nice moves... for a dork in tights!" "_What are tights?_" the suit asked. "I don't think these are tights, sweet thing. Tights are from earth." Spider-man said. "Bye. I gotta get Shocker." He fired a webline. "Oh, no you don't. Shocker is mine!" She said. She had to wonder what he meant by the 'thights are from earth'. She was finding him very interesting.

"So Shocker has running into double trouble, has he?" Kingpin asked to him self. "Tell me about this new player. What is name again?" "He is called 'Spider-man', sir." The cyborg, Alistarie Smythe, who acted as Assistant Chairman of Crime Central and scientific adviser "Yes... Spider-man." Kingpin repeated, "Tell me more about him, Chameleon." "While, sir, he has the most interesting suit. I have anything like this suit." Chameleon ran a tape recording of Spider-man rescuing the Black Cat from certain death. Smythe, while a cyborg was still a scientist at heart said "Fascinating. It's almost as if the suit was alive." Kingpin stood up and said, "Come back and receive your payment." He then turned to Smythe, "How did the demonstration go." Kingpin asked. "It got their attention." Smythe answered, "However, I still advise against this. I would like to study the Zentium X before we sell it. You are rushing something that should not be rushed." "Smythe..." Kingpin said slowly, "... if I wanted you opinion, I would have asked for it."

Shocker realized none of his men were left by those two fucking super-hero freaks. They had made a terrible mess of everything had planed. He even made sure that it didn't go against the Kingpin and Crime Central. This was just horrid luck. He had to finally have is run in with the Black Cat and Spider-man on the biggest job he has had. "Hay there, Shock. So whacha doing? Contemplating surrender?" Shocker fists tightened. "Okay, smart-ass. I think it's about time that you were taught a lesson and Shocker's school of hard knocks is no open!" Spider-man just said, "Okay, that was a good joke. However, I have problems believing that you have any class, let alone an entire school worth." Shocker screamed in rage as he lifted his hands and fired. He had had enough of this guy's smart-ass remarks. It was time for him to free the **Pain**.

"_I think you have made him angry._" The suit said as Spider-man moved out of the way. "I notice." He replied, and then said to Shocker, "I sense a great deal of hostility. Oh, go with you feelings!" Shocker responded that which another blast yelling, "I hate you!" Spider-man then made his move. He suddenly launched himself at Shocker, feet first. While Shocker was knocked flying, Spider-man realized that Shocker had some sort of units all over his suit. This realization came from the fact that he felt impact from his double kick being absorbed. "You son of a spider bitch." Shocker said as he got to his feet. "Watch this." His entire body started to glow. Spider-man's instantly turned and swung in the opposite direction, his spider-sense screaming at him to run. That was when the shockwave that Shocker was generating came out of his entire suit. Spider-man barely made it before the shockwave hit him. Then he heard some punches being thrown. He swung back. That girl, Black Cat was giving Shocker the smack down.

Cat waited for her chance to strike as Spider-man made fun of him. She wasn't sure if he made it out of the Shockwave in time, but couldn't help by admire him. He was defiantly different, even if he was a pit cocky. His suit was nice too. She wondered were he got it. Cat picked Shocker up. "Nice suit, but not very smart." She said. Shocker said "Wrong." He fired a blast into her stomach. "You the one that not very smart. While I couldn't use full power that time, I can now." Shocker said to her when she landed, the wind knocked out of her. "After I done making sure you don't go anywhere, I going to make that other freak, Spider-man, feel some really pain. Then we'll see if you make a good slut, Black Bitch." "A bitch is a female dog, she is cat." She heard when Spider-man jumped down. He fist made solid contact with Shocker's stomach. Which he then pick him up in the same motion and threw him. "A that is not how her treat a lady." He said. He ran up to her. "Are you okay?" She pushed him away saying, "I'm fine" She might have thanked him, but she didn't want to admit she needed his help. She should have known better. "My Suit!" She heard Shocker scream. She saw the problem. When Spider-man threw she saw the suit was ripped and the electronics were sparking. Shocker's suit was damaged. Spider-man turned and picked him up by the collar. "I guess you flying pal gets your share of the loot too." He said, "Unless, of course, you tell me were to find him." Flying friend? That sounded like Vulture. Oh, this was getting better and better. "If I don't get mine, then Vulture isn't getting his." Shocker said, confirming her suspicion. She had a few run-ins with Vulture but because he could fly, and she couldn't, She was never really able catch him. "He is the cloak tower on third and seventh." Shocker said. "Vulture, huh? Thanks, Shock!" Spider-man said, "Give my regards to the boys at the slammer!" Spiderman proceeded to hang Shocker in webbing before shooting a Webline. "Nice to meet you, Black Cat." He said her, "Tell me if you change your mind about the date next Saturday Night!" He swung off. What kind of scared Cat wasn't the fact that she was saved several times by this Spider-man... It was that she was actually was starting to reconsider that date! She started running to that Cloak Tower. She had to get there first.

* * *

I'm not going to have a Character sheet in the next update becuase I what to make one as the characters are introduced. 


	9. Vulture's Bell Tower

Spider-man landed at the wall but didn't know were to start looking. "What do you think?" he asked his suit. "_I think that reaching the top well by only half the trouble, if not only a third._" The suit said, "_I will bend my colors like into the walls. That should prevent this Vulture form seeing us coming and attacking us._" Spider-man looked up and said, "This will be a long climb. I hope that Cat doesn't try to defeat Vulture. He probable has a load of traps on it inside of the tower and she can't turn invisible like us. She would be toast if she tried to climb from the outside." "_She will try. She wants to prove that she is better us, or I should say you._" Spider-man signed and siad, "That's what I was afraid of."

Black Cat jumped from roof the roof, finally at the tower. While she knew that Vulture would be at the top, she didn't want to risk a surprise attack while she was climbing on the outside. She would be a sitting duck. To avoid such this, she would climb the stairs from the inside... where Vulture had undoubtedly had a security system of traps to destroy all intruders. Well, Cat, it's never easy, is it? She crawled threw one of the windows and stepped inside. Here's where the fun and games were going to begin. She suddenly stopped moving and tuned here hearing to the sounds. Eyes widening in realization, she jumped forward. The explosion from the smart-bomb propelled her faster. She hit the wall hard, but still managed to land on her feet. She then jumped up the stairs to the next spot as another smartbomb zeroed in on her position and exploded. Cat continued up to the top of the tower.

"_Several explosions are happening from inside the tower._" The suit informed Spider-man, "_I think that girl is actually climbing the tower form the inside. She has guts._" "Or a death wish." Spider-man said, "While with all that noise, Vulture is sure not going to be surprised to have company." "_And ready for a fight._" The suit said, "_We should be careful when reaching the top. We don't know his skills or weaponry._" Spider-man continued wall-crawling to the top of the tower. Spider-man silently prayed that Cat was alright.

Spider-man must be trying to climb the tower from the outside. It was only reason Cat could think of as the why she hadn't encountered him yet. He must have gut, a death wise, or some really good edge to risk an ambush. She threw a pretty good guess at option 3, because he did have on fucking sweet suit. If was almost as if it was alive. The traps had ended for she had finally reached the top. She had encountered several bodies of people who had foolishly changed Vultures tower. She extended her claws and jumped onto the nearest wall. She climbed to the last flour of the bell tower she noticed that Vulture hadn't come home yet. She suddenly hoped that Spider-man as alright. He had to have been here by now which meant that he had to have climbed from the outside.

Spider-man had finally reached the top. He looked inside the window and just in time to see Black Cat emerge from the trap door in the floor. It looked like Vulture hadn't come back from the robbery. "_Perhaps he realized that the Shocker was captured and decided not to come back to his hideout_." The suit suggested, "_Maybe he knew that we would be waiting from him their, or would come_." Even as the suit suggested it, his spider-sense suddenly when off. It was a trap!

* * *

Sorry, I haven't updated for a while. I sort of got lost thinking of how to write it. I will have Vulture's Charater sheet in the next update.


	10. Trap

**Name:** Vulture

**Real Name:** Adrian Toomes

**Equipment/Powers:** Electromagnetic Flying Harness, plasma pistol, multiple grenades

**Background:** Adrian Toomes was great electric engineer of his time... his time. However, his partners betrayed him and he lost his company as age overcame him. In rage, he created his Electromagnetic Flying harness and robbed his partner's blind. At the moment on a major crime wave, only stopped by the Black Cat. The strength and speed from the harness has caused Vulture to believe he can no longer live without it.

* * *

Black Cat suddenly turned to defend herself as the window in the bell tower suddenly shattered. She realized however the figure in question was wearing black, so it was must liking Spider-man. He wasn't in the mode to talk. He grabbed saying, "Time to leave!" he fired a web line and pulled her along with him as then left the tower. Cat suddenly saw a large green figure appear. Vulture. "Die, you costume bitch!" as he threw a grenade. It was only at that moment she noticed the array explosives in the tower. It was a trap! Spider-man had just made it to the window again as the grenade when off. It was some sort of sonic device that set of the bombs. The top of the tower exploded.

Even as Vulture screamed at Black Cat to die, he realized that there was another with her. It was probably the one that J. Jonah Jameson liked to insult. That Spider-man. Vulture smiled. Unless he had some sort of power to predict the future, there was no way that either of them could have made it out in time. "Yo, old man. Why are you here? Shouldn't you be in the old age home?" he turned. He couldn't believe what he was seeing. That Spider-man had gotten out in time, holding that bitch, Black Cat, in his arms! "I know that your hearing isn't gold old timer, but could you surrender please?" he had a big mouth! The black costumed freak kept talking. "I hate to fight you, because to seniors are so fragile." Vulture was livid. "I don't thing you funny! So I guess I'm going to just have the kill the comedian!"

Vulture then threw another grenade.

Spider-man was having fun making jokes about Vulture's age. "Alright, old man. Don't have a heart attack now!" Spider-man said jumping onto a rooftop. "After all, I just here to get the jewels you stole back. By the way, didn't you mother ever tell you that steeling is wrong?" "Sorry, beautiful, but I have to go bird hunting!" Spider-man said, putting Black Cat down. Vulture stated to fly off. Spider-man fired a webline and went airborne "Hey, you old bird! You can't leave. You haven't been arrested yet!" Spider-man said.

Black Cat started jumping from rooftop to Rooftop after Vulture and Spider-man. She was starting to get really annoyed with to his constant saving of her life. At least it couldn't get any worse. She heard the thunder. She looked up just in time to see started to rain.


	11. The capture

Sorry it took so long to update, but I had an idea for another fan fiction. I'm back now.

* * *

"Good thing you waterproof!" Spider-man said as swung after vulture, which was getting kind of frustrated at his inabilities to loose him. "_Peter, he is going to turn left at the next building. Turn left before him and swing around it. He can cut him off!_" He did as the suit instructed.

Black Cat was like a real cat in the way that she hated being wet, unless it was in a worm bath or shower. However she needed to follow Vulture, even if her skills were limited. She couldn't swing like Spider-man. Her grapple was to swing between buildings she couldn't jump. She was losing them. Suddenly she saw something strange. Spider-man turned left as Vulture was still going forward. "Fuck!" She screamed. What was Spider-man thinking?

"Fuck!" Vulture heard that costumed bitch, the Black Cat scream out suddenly. As Vulture turned left, he noticed that Spider-man was no longer behind him. He must have finally lost him. Vulture laughed as he looked forward again. That was when he suddenly ran into to black booted feet slam right into him. Vulture went flew into the building behind him, it wall doing little to cushion his fall. He tried to get up but suddenly Black Cat was on him. She extended her claws and in one motion sliced into his flying harness. Vulture realized that suit was no longer fictional. He was grounded. He slowly reached for his plasma pistol. He was going to take that bitch out if it was the last thing he did!

Black Cat silently forgave Spider-man for his actions. It was clear to her now that he cut Vulture off to prevent his escape. He was quick on his feet too... or webs in this case. She looked to she Spider-man coming in at high speeds. She turned to see way. Black Cat snatched Vultures pistol out of his hands and crushed it. "Sorry, old friend. I don't plan to use one of my lives today. Maybe some other time." Cat said him. "Sorry, Spider. I didn't need your help this time." Spider-man shrugged, "Oh well." Spider-man turned to Vulture, "Now, Vulture! How could you steal these jewels? I mean, what kind of impression are you giving to all those kids that saw you?" This guy has real smart mouth! But Black Cat was actually starting to like it! She looked at her hair. God it needed to be dried and combed.


	12. Thoughts

**Name: **Rhino

**Real Name:** Aleksei Mikhailovich Sytsevich

**Equipment/Powers:** Superhuman Strength, Powerful protective Armor

**Background:** A brute that works for big criminals, Rhino is a loyal follower who agreed to have to an experiment which increased his Strength. As well, a powerful armor was fashioned to him to which suits his charging in without thinking style. He is the literal meaning of 'All Strength and no brains'. Rhino's lack on intelligence his he most exploitable weakness.

* * *

Peter laid down in his bed two hours later thinking about that girl with the platinum hair. In a full days work, he got the bad guys, saved the girl several times over, crawled several feet, and swung a high speed chase in the rain. What did he get as reward? Have the girl suddenly vanish without as much as a thank you! You had to be kidding! "_Peter, I think she did it because she was starting to like you._" The suit said. "She ran off because she likes me. That is nuts!" "_I've observed your nature and that of you female species. Your race does not act in a logical way. I think that she liked you_" The suit repeated, "_How does you T.V. shows but it... woman's prerogative_." Peter sat up and thought about it. That was nuts!

Felicia sat on the coach of her living room and thought a little. She thought she was pretty good at getting out of trouble, but that hu... guy, Spider-man, saved her life about 3 times in one single day. What was with her? Felicia turned on the T.V. It was time to forget about it at the moment. That was when she saw something that brought a chill down her spine. "Whoever that this flying manic is, he had stole a new element when found on the moon we called Zentium X. When heat is applied to this new element, it explodes with the power of a nuclear bomb." A scientist at N.A.S.A. was saying. "While this manic has told us that he will destroy New York unless we hand him 600 million dollars in a bank transfer." She shut it off. Felicia but her costume back on. It was time for the Cat to go on the prowl.

Hobgoblin was glad he did he research before he decide to help Osborn. After all he only gave Osborn one of the Rocks. The kept the second as to make himself a killing. 600 million dollars was a grand bonus to the Shuttle robbery and the 50 thousand Osborn gave him. Hobgoblin turned and called out "Rhino!" "Yes, Boss! What would you like!" said the huge Brute of a man. Hobgoblin gave Rhino a list, "Get these things for me and make it fast." Hobgoblin started to rub is hands in excitement, "Money in coming to my favorite charity: Me!" Hobgoblin looked to see Rhino still standing there reading the items. "You can get the items on the list, can't you?" asked, thinking about Rhino's intellect. "Yes, boss! Right away!" Hobgoblin shook his head. He had his doubts.

* * *

Sorry that it took so long to update, but I sort of ran into writers block. I hope that it wasn't to long. 


	13. Gotta See

**Name: **Quentin Beck

**Equipment/Powers:** Jetpack, grapple, Electric Cannon

**Background:** A skilled actor, stuntman, and master of special effects, Quentin Beck has created several films. At the moment, has claimed that that New York's newest heroes are nothing but frauds. How he plans to proven that well…

* * *

Peter walked into the offices of the Daily Bugle with his prize: Pictures of the Black Cat and Spiderman at the subway fighting Shocker. He was sure he would be able to get a bonus out of getting two superheroes at once. Then again, J.J. was bound to make them both the villains. He always did. "_Way does that human lie about everything you and I do?_" the suit suddenly asked. "Because he would lie about his mother if he thought it would sell papers." Peter whispered as he got the front desk. Peter was also having a small problem with the resent story that J.J. was writing. Apparently Quentin Beck, a special effects expert from Hollywood, started saying that Spider-man and 'The mysterious woman' were frauds and had their 'powers' all figured out. It was a joke. Peter was sure that all Beck was doing was a publicity stunt. "Hi, Pete. How can I help you today?" Betty Brant, J.J. Secretary asked. "Hi, Betty. I have pictures for Mr. Jameson. Can I go in?" Betty smiled, "Sure. He's been steaming that you not here. You better go see him." "He has? Thanks, Betty." Peter walked in to the storm. "Parker! What are you doing here?" "Well Mr. Jameson…" Peter was quickly interrupted. "Why aren't you at the arena? Quentin Beck has made an open challenge to Spider-man and the mystery woman! He dared them to so up so he can prove they're nothing but fakes… and I need photos. Get over there right now or you're fired!" "Okay, Mr. Jameson." Peter was out in a flash. "_So Quentin Beck is going to prove that you a fake?_" the suit asked. "Apparently." Peter said as the suit turned into his costume. This I gotta see."

Black Cat stopped was she noticed Quentin Beck on the screen of a T.V. "I call out to that so-called-hero, Spider-man. I shall show New York… no, no… the _world_, that you are nothing but a fake! You have not superpowers…" She couldn't believe it. Quentin Beck had the balls to challenge a superhero. This was amazing. However, she still hoped that Spider-man would so up. She wanted to know what smart-ass comments he would make to Beck. He did have a nice body… Cat shook her head. Not those kind of thought again. What was with her? She suddenly looked back at the screen with she heard, "Here he is, Ladies and gentlemen. The infamous… the elusive… the amazing… SPIDER-MAN!" Wow… he actually showed up? Maybe Beck was trying to pulls something. Maybe that wasn't the real thing. "Hi, Beck. Nice jetpack. However I would like to point out that you're not an astronaut. Hell, you don't even work for N.A.S.A." No, he was the real thing all right. So Beck would finally be about to prove that Spider-man was a fake… "This I gotta see." Black Cat thought

"Well, well. Here you are a last. I knew you would so up. After all, You just love the spotlight, don't you?" Beck stated. "You know, Beck. You're a pretty honest guy. You always tell the truth." Spider-man said, "Now all you have to do is stop trying to give other people character traits which you have." _They guy under that mask must think that he is really funny_, Beck thought to himself. "Well, now that you here, the challenges begin!"

* * *

Sorry for the lack of updates, but my computer busted and then I got caught up with another fanfiction. Will update as soon as I can. Thank you for waiting.


	14. Challenges and Threats

I am not introducing any new characters, so I am not going to have a character bio this time.

* * *

"Okay, Beck. I'm listening. What's the challenge?" Spider-man asked. "Well, here is the first challenge, something you are supposable good at: catching criminals. "Catching criminals? You mean _real_ criminals?" Spiderman exclaimed. "_Is this for real?_" the suit asked in disbelief. "I fucking hope not" Spider-man whispered back. "Here are the rules so you. There will be three waves of 12 criminals. We will both be competing to collect them all. Once caught, we are to take them of one of the holding cells which I have constructed. Notice that there are 3 the holding cells with different coloured walls; red, green and blue. The criminals will be wearing shirts same colours. To get a point, we have to put the criminal in a cell with the colour matching his shirt." When Beck finished the explanation of the challenge he said, "If I, with no so-called superpowers, can collect more then you then I will show the world what a shame you are!" Both Spider-man and his costume just stood there, listening in disbelief. Finally Spider-man said something. "Okay, Beck. I have to ask." Spider-man said, "What is it that has made you so delusional?" "_Yes. Delusional is a word._" The suit said, "_Insane is another._" 

"Delusional is a word." Black Cat said watching the screen. "Crazy is another." Black Cat quickly jumped to the next building, making her way toward the arena. If Beck was actually using real criminals, as stupid as it was, then she need to get over there. The last thing New York need was a prison break.

As the bell sounded, Beck and Spider-man moved at the same time. Spider-man shot out two webline, which hit two criminals with red shirts. Spinning the webs, he threw the two of them into the red cell. Jumping into the air, spider-man then fired out two more weblines at two wearing green. He then pulled them into the green holding cell. That was four so far. Beck then called out, "See this, Spider-man! I practice this move in Ninja Madness, playing ninja!" Spider-man then said, "Your parents didn't hold you enough as a child did they? They just let you watch T.V. You're like Jim Carey in the Cable Guy!" Spider-man grabbed another two, one with a green shirt and one with a blue. He then jumped up again, throwing them into their holding cells. "Wow, Beck! You're still going. I didn't notice." Beck hand only 2 to Spider-man's 6, but score didn't last. Spider-man shot out a webline and grabbed another blue criminal. He threw the blue one into his holding cell as drew the second to him. Picking him up, Spider-man shot out a webline and left the ground. Webslinging, he dropped the criminal into the holding cell, as he went after another. The grabbed the guy as he was still webslinging and dropped him into his holding cell as well. Beck at that point grabbed the last. An announcer then said, "It is the first round and Spider-man has taken an early lead with the score at 9 to 3!"

Black Cat pulled a small T.V. and started to listen. Spider was destroying Beck so far. That was good. He wasn't pulling any stops, probably very aware of the danger Beck had but New York in. She jumped to the last building before the arena where this fucked up contest was being held. She didn't like publicity but Cat told herself that this wasn't the time to be picky. She would just let Spider-man handle it until it got out of control. She jumped onto the roof of the arena and looked at the screen of her T.V. "It is the last round and Spider-man has been showing everyone how it is done! The Score is now 7 for Beck and 17 for Spider-man. Beck has a lot of work cut out for him if he wants anyone to take his claims seriously!" Cat smiled. "Keep it going, Spider! Keep it going!"

The Kingpin walked out of his limo to meet Norman Osborn. "Osborn, this had better be important." Osborn nodded, "We have a problem, William. I think that Hobgoblin has a piece of the Zentium X. One of his thugs, Rhino, has been attack plants which make weapon parts for a bomb that could use Zentium X." Kingpin face was an emotionless mask. "Norman, my friend, I do not like your jokes and this had better be one." He said. "I don't like my jokes either and I wish this was one." Osbron said in reply, "I came to you because I don't have any idea what to do about." The Kingpin was thoughtful before saying, "Leak out were one could find Hobgoblin. Maybe our superheroes, Spider-man and Black Cat can handle this problem." "Either way, you win." Norman said. "As I've saidl; that's way I'm the Kingpin." The Kingpin said in relpy.

"The challenge is over. Spider-man wins with a total score of 27 to 9!" the announcer called out. "Well that was easy!" Spider-man said. "_That was too easy. This isn't over, Peter_." The suit said. "_This wacko's challenge could have been dangerous if someone escaped. We need to end this_." "Agreed." Spider-man replied before speaking to Beck. "Well, Beck. How about it? Do you believe now?" Beck face said no. "I must admit that you have more tricks then I expected. But the second challenge will prove once and for all who the better man is!" Spider-man laughed, "Is that what this is actually about? Proving that you are better then I am?" "I don't have to answer that! You the one being tested, not me!" "_This hit a button. He is trying to take the spotlight we have_." The suit said. "Here is the second challenge! I have constructed an obstacle course. You will be at start at one side and must reach the other side, hitting markers along the way." Beck then flew to the other side. "I will be here, manning an electric cannon, non-lethal of course. If I see and hit you with it, I will prove to the world you are a fake!" "_I don't like that cannon!_" the suit exclaimed. "You think I do!" Spider-man said in response, "However, if we were to back out, then people might believe. That could be dangerous." "_Agreed. However, be careful._" The suit said, "_Just because he says that it isn't lethal, doesn't mean it isn't_"

Black Cat moved toward a vent to get inside. She had to make sure that Beck played the way he said he would. She wasn't sure about Spider-man, but she had trust issues.


	15. Spiderman's the winner

Spider-man dived from one side to the other as soon as the buzzer sounded. He quickly pressed the button. "One down, so many to go!" Spider-man said as the platform started going up. "Come out; come out, wherever you are!" Beck said. "Very origional!" Spider-man said sarcasticly. "_Those are not the words of hunter_." The suit said, "_Those are the words of an idiot madman_." "You said it." Spider-man replied. "Let's get this over with."

Black Cat quietly opened that vent and stepped out. Beck was smiling with anticipation to fire his cannon. So far, Spider-man was half way through the course, without giving Beck a single chance to shoot. "Hey, Beck! I think you missed your calling as a playground designer!" Spider-man suddenly called out. "And you missed yours as a rejected has been, but I'll fix that in a moment!" Beck said in response. She smiled. Spider-man was starting to get on Beck's nerves. Her smiled faded when Spider-man reached the last part. That part was going to be tricky.

"Beck you are a said little man" Spider-man siad as he examine any glitches to his plan. "I know you are but what am I?" Back called out. Spider-man shook his head, " I can't believe he just said that!Alright buddy, are you ready?" Spider-man asked. When the suit answered, Spider-man actually heard humor, "_Aren't I always?_" The suit then a piece of himself to the marker and pulled Spider-man to the end. "That was simple." Spider-man said as he pressed the final marker. It was over.

Cat smiled. Okay, that wasn't tricky. God, she that was one fucking sweet suit. She had to get one. This was over, she was sure. Catdecided toit wastimeto leave the way she came in. Out of impulse, she blew a kiss toward Spider-man saying, "Good job, Spider. Good job."

"He… He can't win." Beck said to himself. "He **won't** win. Let's see how much he likes it when I turn this Cannon to maximum power!" Beck started laughing as he turned it gages to the highest he could. Then… The Cannon completely shut down! "What? Overheated? Work! Work! Come on, **work!**" Then Spider-man appeared in front of him on a webline. "Hey, Beck. Having problems with your cannon! I hear there are pills for that!" Spider-man then said, "Listen, I think that it would be best that you stick with the movies. I say this because it is clear that reality is way too much for you. But I must thank you for giving me so **good** publicity for a change. See' a!" At that point Spider-man swung off. "It can't end this way. Where did I go wrong? The obstacle course, that was good. The electric cannon. The Electric Cannon! Why? Why? WHY?"

Cat leaped to the next building she the explosion sounded. Great now what? It was time to get back to work.

* * *

I'm BACK! After so long, I'm back with a computer. It's about time! I hope that I haven't lost too many fans of this story because of my long lack of updates. 


	16. Animal Control

Black Cat looked down at the seen to get a good sense of what she was dealing with. It looked like Elerian's Electronics Reasarch was been attacked. The Building has a huge hole which several men could walk through. But Who would attack an electronics lab? She quickly got her answer, for a 9 feet tall man-beast walked through the large hole. He was wearing some sort of armor, with spicks sticking out of his shoulders and a horns on the top of his head. He was carrying a large bundle of electronic equipment which had become an interest to her.  
Black Cat jumped down. "Hi there, big guy." She said, "I hope that you not stealing that stuff like a think you are. Because I really don't what a fight. Why do you what it anyway?"  
The giant man-beast put the equipment down. "The Black Cat. I heard about you! Come on! Let's go!" He gave a snort as he continued, "I'll like you to just try to get through my armor. I'm going to break your bones and make you cry for you momma"  
"Hold it, Hold it." Cat said, "We all just met! You know, first meets always warrant introductions. I'm Black Cat."  
"I'm Rhino!" He said, "I'm going to make you wish we never met at all. Unless, of course, your  
going to so me a **good** time."  
"Rhino? I should have known." She said then made a putty face, "I'm sorry but I'm afraid I'm not into the strong, **stupid** type." She answered. "Now could you please…"  
Cat never got to finish her last sentence, for Rhino lowered his head and charged like one.

Peter just entered the Daily Bugle to drop off his photos of Spider-man's challenge against Quentin Beck when he saw the news. Black Cat was battling against somebody in a Rhino Costume.  
Cat jumped over the charged and began the hit him in the knees and head to get him to hit the ground. That costume must be some sort of armor. "_The guy battle her is fighting like a man and an animal at the same time_." The suit pointed out. Peter gave a nod in response. He had better get over there.

Cat smashed her fist into Rhino's skull, before dropping and japing her foot into his left knee. Rhino have but his head and fists into cars, walls and anything else in attempts to hit her. She had not illusions on his strength. He was stronger then she was.  
However, she had advantages as well. She was quicker, more agility, and clearly smarter. She would move in different directions and think about new approaches to her adversary, while he would just try the same things over and over again.  
In fact, this battle would already be over if it wasn't for his armor. He armor seemed to be made out of some sort of indestructible alloy which she could do any damage to. However, all armor has a weakness. In this case, the knees, elbows, back of the skull, and his neck.  
Cat ducked under his fist as she smashed her elbow into his right knee and foot to his left, taking the big man down.  
The then jumped on Rhino's shoulders, wrapping her legs around his neck. She then flipped Rhino on to his back and began to squeeze the air out of him. In a matter of moments, it was over. Rhino was out cold. Cat stopped squeezing.  
She quickly stood up and started of dust herself off. "Well, I most say you one dirty babe." She heard a voice from behind her say. "Say, is that a horn of his he just happy to see you?"  
"Okay Spider, that was uncalled for." She said she turned toward the owner of the voice.  
Spider-man shrugged. He was hanging upside-down on a webline. "Yeah, well, you're the one covered with dirt and wrapper they're legs around animals. You better be careful. The bugle might accuse you of pouching." He said, "So who his he, anyway?"  
"Called himself Rhino." Cat answered, "Seemed to have an interest that that electronic equipment.  
Spiderman dropped down. "Hey, this is mostly microwave technology here. Wonder why he would an interest in that."  
"What?" Cat said, completely lost.  
"It's designed to generate heat using microwaves. Like a microwave oven." Spider-man explained, "However, this stuff is far more advanced then a simple oven and generates far more heat."  
"It generates heat?" Cat said with a dark thought.  
"Yeah. As I said, I wonder why he wanted it." Spider-man said.  
"I think I know. His work for hire." Cat said, "A manic calling himself the Hobgoblin stole a material called Zentium X from the crash of the shuttle, Discovery." Cat explained, "From what I learned…"  
"Zentium X goes nuclear with the addition of heat." Spider-man finished, understanding, "From what I know of the stuff, it holds more power then any of our nuclear plants. That is dangerous stuff."  
"And a madman has it." Cat said, "But he a greedy madman. His goal is always the same. Money. He has threaten the use it if the city doesn't pay him. But from what we just learned, he doesn't have the abililty… yet."  
"So we got some time." Spider-man said, "If you're willing to work with me."  
Black Cat smiled. "I can use all the help I can get. Besides, you sound like you better at science than I am. I always got D's."

* * *

Don't worry, I'll have other supervillian later. Again, please forgive for the lack of updates. No computer. 


End file.
